She Remembered
by AryaTargaryen
Summary: What if Elena remembered the night that Damon gave her necklace back? This story goes from the end of 2x08 and goes forward with Elena remembering that Damon told her he loves her. Delena
1. Chapter 1

**Author's Note: This is my first fic. The first part of the story is the dialogue and scene from the episode _Rose _2x08. Please read and review.**

****Disclaimer- I do not own The Vampire Diaries.

* * *

"_Cute pjs."_

Elena was startled by the sudden presence in her room. However, she was not surprised it was Damon sitting there in her bedroom.

"_I'm tired Damon."_

Damon was sitting on the bench by the window. He then got up flashing Elena's missing necklace.

"_Brought you this."_

The necklace dangling in front of her eyes shocked her. There was no way he had got it back, but yet there it was right in front of her.

"_I thought that was gone."_

He shook his head no, giving her his response.

"_Thank you,"_ she breathed, reaching for the necklace. But Damon pulled it back. _"Please give it back."_

"_I just have to say something."_

"_Why do you have to say it with my necklace?"_

He thought about this for a moment before continuing.

"_Because what I am about to say is probably the most selfish thing I have ever said in my life."_

"_Damon don't go there."_

"_I just have to say it once, you just need to hear it,"_ he paused, looking into her eyes, _"I love you Elena. And it's because I love you that…I can't be selfish with you…and why you can't know this. I don't deserve you, but my brother does."_

Damon looked at her a moment longer, then leaned in and placed a gentle kiss on Elena's forehead. His hand came up, brushing his fingers against her cheek and resting his hand there.

"_God, I wish you didn't have to forget this,"_ his eyes contracted as he stared into hers, compelling her to forget, _"but you do."_

A single tear slipped from his eye. And by the time Elena had blinked her necklace was back around her neck and Damon was gone. She reached down, grasping her necklace, wondering how it got there and what had just occurred.

Elena sat down on the edge of her bed, still holding the necklace. She was confused and there was a twinge of sadness in her heart that she could not explain.

* * *

"_Damon!"_ Elena woke up startled and gasping for breath. The images of her dream came floating back to her. _"A dream, it was only a dream,"_ she told herself.

But this was unlike any dream she had had before. There was a vividness to this one, unlike the cloudy haze that normally surrounded her dreams. And in this one, she could remember every moment perfectly, like it was a movie. Elena remembered how gently Damon's lips came down and kissed her forehead, and how his fingers lightly brushed over her cheek before he rest his palm against it. She remembered the sweet, inviting scent that was Damon, encompassing her as he stepped in close to her. And she remembered, verbatim, the words that he had uttered to her, telling her how he felt. But most of all she remembered his piercing blue stare, filled with so much pain and the way his words were laced with anguish as he told her his feelings and then had to rip the memory away from her. Or at least he had thought he had taken the memory away. Then it hit her.

"_It wasn't a dream!"_ Elena sat bolt upright in bed, recalling the events of the night before.

The memory left her confused. Why could she remember? Damon had compelled her. So why was this memory burned into her mind?

A feeling of sadness crept into her heart. Now she understood the lingering feeling from last night. Despite all of the hurt that Damon had caused her over the last few months, Elena felt sorry for him. His entire life, everyone had always picked Stefan over Damon. Their father had thought of Stefan as the one that would continue the family legacy, while Damon was the disgrace of the family. Katherine had toyed with both brothers, but admitted that she had never truly loved Damon because she was in love with Stefan. And even she, Elena, had chosen to be with Stefan and to push Damon away. And even when she pushed Damon away, he was there for her, always.

Last night when Damon had come to her, he had tried taking the memory away so that she could be happy with Stefan, even though she knew that it caused Damon pain to do so. Letting her and Stefan be happy together was probably one of the most selfless things Damon had ever done in his entire life.

Grief washed over Elena as she thought all this, and tears that had been pooling in her eyes spilled over as she gave into the sadness. Her body was wracked with sobs and she had to wrap her arms around herself to keep herself together.

"_Elena?!"_ she heard Stefan's voice, filled with worry.

As she started to lift her head to look at him, his hands cupped her face bringing her eyes up to meet his. She saw that his face was wrought with distress.

"_What's wrong?!"_

"_I…I'm fine, S…Stefan,"_ Elena tried placating.

She felt his arms slip around her and his hard embrace. Elena let herself fall apart in that moment. She slumped against his chest and sobbed heavily. Stefan just sat there cradling and trying to reassure her.

After what seemed like hours, Elena finally succumbed to sleep, emotionally drained from the day.

When she finally woke from her rest, she saw that the sun had set and that a few lamps in her room had been turned on. She then felt the arms around her and remembered Stefan finding her that morning. The thought made her flush pink with embarrassment and she began to think about that morning.

"_Elena?"_ Stefan's voice brought her back to the present.

"_Hmm?"_ Knowing that her voice would betray her, she opted for the simple sound.

"_Can we talk about what happened this morning?"_

Elena knew that she could not tell Stefan the truth. She would only hurt him by telling him what had actually triggered her meltdown. Quickly she made up an excuse in her head to try to explain her behavior.

"_Just everything from yesterday and the last couple of months hit me. Damon killing Jeremy, Katherine showing up, all of the death in this town, and then being kidnapped. I broke down."_ She knew that there was a slight edge to her voice that threatened to give her away as she told Stefan this, but she hoped that he would believe her.

"_Hey, it is going to be okay,"_ Stefan lifted her chin up so that he could look her in the eyes. _"I will never let anyone take you again. And I would die before I let someone hurt you Elena."_

The statement made Elena feel guilty. Stefan loved her. He loved her so much that he would risk his life to save hers. And she had spent the day crying over Damon. How could she be so selfish?

The thoughts running around her mind made her body tense. She felt like she was betraying Stefan. Tears began to form in her eyes once more.

"_Hey, it's okay. I'm here. I'm right here,"_ Stefan tightened his grip around her, trying to soothe her worry away.

"_I'll be fine Stefan,"_ Elena hesitated before she began her next statement. _"I think I need to be alone right now. I just need some time to myself."_

Elena felt Stefan go stiff for a moment before he slowly let go of her. It immediately made her feel guilty again. She hoped that he wouldn't be too hurt that she was pushing him away when he clearly thought she needed him.

"_Sure Elena. Whatever you need,"_ he whispered before he placed a quick kiss on her forehead and was gone.

The action brought back the memory of Damon. Her heart was filled with pain for him once more as she went through the previous night's events again. The more she thought about what had happened, the more she realized that she truly cared about Damon. But there was something more. She didn't just care about Damon. Elena realized in that moment that she had feelings for Damon and she was not sure how great her feelings were.

After a moment of thought, Elena knew what she had to do. She could never tell Damon the way she felt. She knew that she would only hurt both Stefan and Damon in the process. It didn't matter how much it hurt her, she would keep this secret. She would keep this secret because she was determined not to be Katherine. Elena could not come between the two brothers as Katherine had. This meant that Damon could not know that she remembered last night. She would be happy with Stefan and put everything else in the past. And maybe one day she would try and be friends with Damon again. One day when her feelings for him did not weigh heavy with guilt on her.

With that settled, Elena had more important things to worry about. She pushed the last thoughts of Stefan and Damon from her mind as she grabbed her phone off the nightstand. She quickly flipped through the contacts until she got to the one she wanted and dialed the number.

"_Caroline. I need your help. Meet me at the tomb in 20 minutes. And don't tell Stefan."_

* * *

Twenty minutes later, Elena pulled up in the woods near the tomb, with her headlights shining on Caroline. She grabbed the supplies she needed from the seat next to her and got out to meet Caroline.

"_What the hell Elena?"_

"_Caroline…"_

"_You drag me out here in the middle of the night and tell me not to tell Stefan. All so you can talk to Katherine. Seriously?"_

"_It's important Caroline. Katherine is the only one who can tell me what I need to know about Klaus. And you have to promise not to tell Stefan. Keep him distracted. He won't be looking for me for another couple of hours, but after that I need you to keep him occupied."_

"_You know I suck at lying Elena. He will see right through me."_

"_You have to try Caroline. Promise me."_

"_Fine, but I can't promise that he will buy it."_

"_I know. Now, if you wouldn't mind, I need the tomb door open."_

They took the stairs down into the tomb. When Caroline reached the door she hesitated and looked back at Elena. Elena nodded for her to continue and Caroline made easy work of the door. Caroline gave Elena one last look with worry filling her face.

"_I'll be fine Caroline. As long as I stay on this side of the door, she cannot hurt me. And thank you for all your help. I really appreciate it."_

"_Not like I had much of a choice,"_ Caroline smirked before running off into the night.

Elena then turned towards the tomb and called out, _"Katherine!"_

* * *

**Author's Note: So there you go. That is the first chapter. I will try to post the next one as soon as I can. Thanks for reading and tell me what you think! Criticism helps too, so don't be shy. Thanks! :)**


	2. Chapter 2

**Author's Note: Thank you to everyone who has favorited and followed this story so far! It just motivates me to continue on. So here you go. I wanted to include the part where Elena talks to Katherine because I think it is an important part of the story, though there are some differences with what happens. Also, Damon finally comes into the story :) Hope you all enjoy!**

* * *

Elena heard feet scraping across the ground and then Katherine came into sight. She was wearing the same dress from the night of the masquerade and a layer of dirt coated her legs and hands. She was clutching the wall for support.

"_Elena. What do you want?"_

"_I need some information Katherine."_

"_Why should I help you?"_ It was a statement laced with vehemence, but it did not affect Elena. She expected nothing less from Katherine.

"_I brought you this."_

Elena held up the Petrova family history. Katherine just scoffed. Elena then reached into her backpack and pulled out a bottle of blood. Katherine rushed toward Elena at the sight of the blood, but hit the invisible barrier keeping her in the tomb.

"_So what is it that you want to know?" _Katherine questioned.

Elena took a seat near the tomb, just far enough out of reach of danger. She poured a small amount of blood into a cup and passed it, with a stick, to Katherine.

"_I want to know about Klaus."_

* * *

The next couple of hours passed in a similar fashion. Elena would pass small amounts of blood to Katherine as Katherine told her the story of her life that led her on the path to Klaus.

Katherine told how she had had a child out of wedlock before she was turned and how she had been the disgrace of the family. She had then been kicked out of her homeland, Bulgaria, and took up refuge in England. Once in England, she met Klaus and was quite fascinated with him. Then she learned the truth about Klaus; what he was and the purpose she was to fulfill. Katherine ran when she found out. A vampire named Trevor saved her, but his friend would not obey. She wanted to drag Katherine back to Klaus. When Katherine tried to kill herself, Rose gave Katherine her blood to heal the wounds. And then Katherine succeeded. She killed herself and turned. Since, then she had been on the run, in fear of her life. Katherine told Elena how Klaus was vengeful and slaughtered her entire family because she ran.

"_The same will happen to you Elena, if you don't give yourself over to him."_

The thought made Elena shudder. She could not let her friends die like that. She wouldn't let them get hurt because of her.

"_Elena?"_

"_Dammit Caroline."_

She heard the voice on the stairs and turned around expecting to see Stefan standing there. What she was not prepared for, was to see Damon instead. This took her aback, leaving her at a loss for words.

"_Don't blame Caroline, Elena."_ There was an edge to his voice and Elena could tell that he was angry. _"What was she supposed to do? You are down here with Katherine and you made Caroline promise not to tell Stefan. So she came and found me."_

"_Damon so nice to see you,"_ Katherine interjected.

"_Katherine,"_ Damon spit, focusing his gaze on Katherine and giving her a look of pure hatred. He then turned back towards Elena. _"Whatever she told you, don't listen to it. She lies Elena. Nothing she says is ever the truth. You can't believe her."_

"_I have no reason to lie Damon,"_ Katherine shot back.

"_Oh, I get it. You were bargaining for your freedom weren't you? Well too bad Katherine because you aren't going anywhere."_

_"Actually Damon, you're wrong. You see, when Klaus finally shows up here in Mystic Falls, I am going to be the safest vampire in town. I'll be the one trapped in the tomb where no other vampire would dare enter, because they would be stuck down here if they did. So no Damon, I don't want out. I am happy to stay right here."_

At that Damon made a low guttural growl at Katherine. He then grabbed Elena's arm and started dragging her out of the tomb.

"_Come on Elena, we are leaving."_

Damon had drug Elena up the steps before she could respond.

"_Let go of me Damon."_ She pried at the fingers clutching her arm, but Damon's grip was too strong. When she tried pulling away, he tightened his grip. _"Damon you are hurting me."_

He stopped walking and turned to face Elena. He looked her in the eye for a moment before dropping her arm and turning to walk again. Elena did not want to test Damon, while he was like this. She was afraid of what he might do, so she continued on after him. They were at the car before long.

Elena reached the car door, resting her hand on the handle. She hesitated, opening the door.

From around the other side of the car Damon called out. _"Elena get in the car." _The edge was still in his voice.

The adrenaline running through her body moments before, from the confrontation with Damon, left her body. Everything Katherine had said hit Elena in that moment. Her hand slipped from the door handle as she fell to her knees.

"_Elena!"_ In an instant he was around the car and holding Elena to prevent her from totally collapsing.

Her body began to shake as the tears flowed freely from her eyes. _"It's my fault. It's all my fault Damon."_

"_What are you talking about Elena? What is your fault?"_

"_Everything that has happened is because of me. It is because I am alive. Everyone that I love is in danger because of me. It's not because you or Stefan came into town and into my life. I can't blame anyone else anymore. It is me."_

He paused for a minute before responding. _"Let's get you home."_ Damon scooped her up in his arms. He opened the passenger door and eased Elena into the seat. He then quickly got into the car and took off toward Elena's house.

The tears continued to flow. Elena stared out the window as the scenery blurred before her eyes. She could feel Damon's gaze on her, but she didn't have the strength to look at him. The feeling of helplessness and despair hung all around her.

The car stopped suddenly and Elena realized that she was home. She reached for the door handle, but Damon was already there opening the door.

"_Damon…"_ She tried protesting when she felt his arms around her. He picked her up and she didn't try to protest again. She realized that she was too drained and weak to make it to the house by herself.

Within seconds they were through the front door, up the stairs, and standing in her bedroom. She felt the warm embrace of her bed as Damon gently laid her down.

Her eyelids were growing heavy, as she was being pulled down into sleep. When she felt Damon's arms pull away, she reached out to grab his hand.

"_Don't leave,"_ Elena mumbled before sinking down into a restless sleep.

* * *

She was running. Running through a forest. She knew that if she stopped, she would die. He was coming after her. Following her. He would not quit until he had her. She must keep going. She must push harder and faster to get away. She could feel his eyes on her. He was watching her, waiting for the moment when she would be in his grasp. Her heart was pounding, the sound filling her ears. Her legs were pushing her onward, trying to get her to safety. But there was no escape. She could not escape him. She never would. Then, she tripped and he descended on her. His arms reached out and grasped her. She screamed knowing it was all over. The last thing she heard was a whisper.

"_Elena."_

* * *

"_Elena, wake up! Please wake up."_

Elena gasped loudly, waking from her dream and her eyes shot open. She saw Damon there, standing over her, trying to wake her.

"_You were dreaming Elena."_

He brought his hand up to brush the hair off of her face in an attempt to soothe her. The action made Elena blush and she quickly hid her face while sitting up in bed.

"_What are you doing here Damon?"_ she tried covering.

"_Last night, before you fell asleep, you asked me to stay. Do you really not remember?"_

"_Oh."_ It was the only thing she could think to say. She did not remember asking him to stay last night. Everything else was clear in her mind, but this one detail eluded her. She looked down at her hands trying to distract herself. She waited another moment before speaking again. _"I have to get ready for school Damon. I think you should go now."_

"_Elena…"_

"_What Damon?" _She just wanted him gone. She didn't want to have to face him anymore, not with the way that she felt about him. Her feelings for him were growing. He had been there for her last night and he had taken care of her. It just complicated how she felt and she needed to be away from him to clear her head.

"_What you did last night was incredibly stupid."_ This caught her attention. Elena's head snapped up in response to this and she looked him in the eyes. _"It was stupid and selfish. Did you even stop to think about how your decision would affect anyone else? My brother is going to be angry when he hears about this, and I can't say that I am too pleased myself."_

"_Damon, this wasn't about you or Stefan! I needed to know more about Klaus and Katherine was the only one who could tell me what I needed to know."_

"_What if something had happened to you Elena?"_ His voice was rising and she could tell that his anger was mounting.

"_I was fine Damon. I am not the helpless little girl that you all make me out to be."_

"_Yes you are Elena! You can't protect yourself. And you have no idea who you are messing with. Sure Katherine may be locked in the tomb, but what if you got just a little too close? She could kill you Elena! She is pissed off and looking for vengeance. If anything had happened to you, if you had gotten hurt, I…I don't know what I would have done…"_

With that last statement, Elena pulled Damon to her, crushing her lips against his. He responded to her immediately, kissing her fiercely back. He licked at her bottom lip, seeking entrance and she eagerly granted it to him. Their tongues molded together and Damon lightly bit down on her lip causing Elena to moan into his mouth. Her hands came up, entwining in his hair, pulling him in closer to her. His hands found her lower back, pressing her hard against him so that there was no room between them and their bodies were molded to each other. Damon's hand traveled lightly up Elena's back causing her to shudder. Their lips were still locked with their tongues fighting for dominance. All of this left Elena out of breath. She pulled back slightly, breaking the kiss so that she could catch her breath.

Damon placed his hands on the bed on either side of Elena and pulled away from her slightly, sitting down on her bed. He sat there looking at her with awe and love in his eyes. She matched his look, admiring the vampire in front of her. The pair sat there for several more moments, just gazing at each other without saying a word.

"_Elena?"_

She heard the voice coming from her doorway, breaking her trance. Her eyes darted over to where the sound had come from. There she saw Stefan standing in the doorway, staring directly at her.

* * *

**Author's Note: Did Stefan see what just happened between Damon and Elena or not? Wait and find out. I got this up a lot faster than I thought I would! So hope you liked it. I have finals coming up, so the next chapter will take longer to get up. Please review. It helps to hear what you guys think of the story so far. Tell me if you like it, or tell me if there is something that needs improvement. Hearing your feedback motivates me to continue this. Thanks!**


	3. Chapter 3

**Author's Note: I am sorry for the very long wait on this. I actually wrote this chapter awhile ago, but was not entirely sure that I liked it. Then I got busy with school and I am just now able to return to this. This chapter is a little bit shorter than the other two. I wanted to add more, but it just didn't feel right. Tell me what you think!**

* * *

"_Stefan!"_

She flushed red at the sight of him, knowing what she had done with Damon moments before. A thought occurred to her then. Had Stefan seen what happened between her and Damon? How long had he been standing there? A wave of guilt crashed into her at the thought.

"_Can I have a minute alone with Elena, Damon?"_

"_Take all the time you need brother." _He got up off the bed and walked to the door. He looked back over his shoulder at Elena, but she could not bear to look at him, knowing what they had just done. Then, he was gone.

"_Elena, why was Damon here?"_

"_He was making sure that I was okay."_ She lied easily. Stefan gave her a confused look, not understanding.

"_I went to see Katherine last night."_

"_You did what?!"_ The anger was plain on Stefan's face. _"Why didn't you tell me about this?"_

"_I didn't want you to worry about me."_

"_Worry about you? Elena, I always worry about you!"_

Elena knew that Stefan was just trying to keep her safe and that he was doing it out of love, but her temper began to flare. She got up off the bed and went to stand in front of him.

"_Would you and Damon stop treating me like a child? I can make my own decisions and I can take care of myself! Katherine was the only person I could talk to, to get the information I need about Klaus. Why is that so wrong?"_

"_Because you didn't tell me about it Elena!"_

"_Would you have let me go if I had told you?"_

"_Of course not!"_

"_Exactly! That is my point Stefan. You and Damon try to shield me from everything, but you can't protect me all the time. I need to be free to do things my way."_

"_I can't do that Elena. You are going to get hurt or worse, and I can't bear the thought of it."_

Elena was mentally drained from the heated exchange and her patience was gone.

"_Please just go Stefan. I need time to think."_

"_Elena…"_

"_Leave Stefan."_ She turned her back to him. Elena didn't want to hurt Stefan, like she knew she was doing, but he was giving her no choice. A moment later she felt the slightest breeze and she knew that he was gone. She let out her breath, not realizing she had been holding it.

Elena threw herself back on the bed and buried her head in her pillow. She knew that she would need to clear the air with Stefan sooner rather than later, but it could wait a few days. Right now she just wanted to lay there and forget everything.

As the minutes passed, Elena found herself thinking about Damon. Her mind wandered to the kiss that morning and she instantly regretted it. She wanted to kick herself for getting carried away with Damon. She loved Stefan and the kiss had been a betrayal of that. But Elena couldn't help but think how right it had felt to kiss Damon.

She rolled over in the bed and brought her fingers to her lips, brushing them lightly, remembering how it felt to have Damon's lips on hers. She remembered the feel of him biting down on her lip and the jolt of pleasure that went through her at the sensation. Elena let her hand drop back down to her side, and she thought of their bodies molding together as if they were two pieces of the same puzzle.

Then her thoughts turned back to Stefan. Guilt knotted her stomach. With that sobering thought, Elena decided that she could not let Damon in again. She could not lose herself in Damon ever again. It did not matter that the kiss had felt so utterly right, Elena would stay faithful to Stefan. She would not let things go any farther with Damon.

"_I heard the fight."_

It was as if Elena's thoughts of Damon had brought him to her. She sighed heavily at the sound of his voice. She could not have a single moment's peace.

She felt his lips on her cheek as he gave her a quick kiss and she felt the give in the mattress as he sat down next to her. Her eyes popped open and she sat up on her bed.

"_Damon don't."_ she warned.

Her statement seemed to catch Damon off guard and he sat there staring at her confused.

"_Damon…" Elena started. "What happened between us, well…it shouldn't have."_

"_What?"_ He looked as if he had just been slapped.

"_I am with Stefan, Damon. I love Stefan. What happened earlier was a mistake and I won't let it happen again."_

"_You think you can just kiss me like that and then tell me to get lost?" _His face crumpled into a hard mask and Elena could hear the hurt in his voice. _"You can't just toy with me and then toss me out. But fine, throw me away and live happily ever after with Stefan. Just don't expect me to be around next time you need my help." _He stood up and was headed for the door.

"_Damon, we both know that what happened was wrong."_

At that Damon turned back to face her and in an instant he was at her side, sitting next to her again.

His hand came up and cupped her cheek. Elena's eyelids fluttered closed at the touch. Her breathing became erratic and her heartbeat picked up pace. She knew that Damon could hear the change in pace of her heartbeat.

"_Can this be wrong?"_

She pulled his hand away from her cheek and drew in a deep breath to try and steady her breathing before responding. _"Damon, I can't."_

Her eyes were still closed. She was afraid of what Damon's expression was to her words and she was afraid she would give in to him if she looked at him.

"_Why not? Just give in."_

Elena wanted nothing more in that moment to just give in, but that was the one thing she couldn't do. And she wouldn't. She slowly opened her eyes and looked directly at him before she answered. _"I can't be like Katherine. And I will not hurt him, Damon."_

"_But you will hurt me? By choosing him, you are hurting me Elena. But I guess it's okay to hurt me, isn't it? Because after all I am the bad guy. I hurt people, and I try and steal my brother's girl. So go ahead and hurt me Elena."_ He spat at her.

This crushed Elena. _"Damon…"_

"_I need to go."_ He stood up again to leave, but before he could take a step, Elena's hand caught his wrist, holding him in place.

"_I don't want to hurt you Damon."_

"_Then choose me Elena."_

It was a simple request and Elena found herself wanting to give in. But she remembered Stefan and she wanted him just as much. In that moment she wanted both brothers, despite her resolve to never be like Katherine. Before she could stop herself, she was saying, _"I want you both."_

She was not sure if she or Damon was more surprised by this admission, but before she could try to take back her words, Damon was answering her. _"You can't have both of us Elena. You need to choose. Stefan or me. In the end you are going to have to hurt one of us."_

Elena's hand dropped, letting his arm go. _"I can't…"_

"_Think about it. Just don't take too long. I won't wait forever Elena."_ With that Damon was gone.

Elena felt despair over the brothers. She had never faced such an impossible choice before. Part of her needed Stefan, but the other part was craving Damon.

Elena knew that someone was going to get hurt when she made her choice and it was probably going to be her.

* * *

**Author's Note: So there it is. Please review, it is great to hear what you guys think of the story so far. Criticism helps too so tell me any thoughts you have. Also, thank you to those who have followed, favorited, and reviewed, it all helps motivate me to continue this fic, so keep it up! Thanks! :)**


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